Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - ENERPAC TOOL GROUP CORP | atu-12062017xexhibit991.htm |
| 8-K - ACTUANT CORPORATION 8-K - ENERPAC TOOL GROUP CORP | atu-12062017x8k.htm |
Exhibit 99.2
ACTUANT CORPORATION
Unaudited Pro Forma Consolidated Financial Statements
The following Unaudited Pro Forma Consolidated Financial Statements of Actuant Corporation (the "Company") have been prepared to reflect the December 1, 2017 sale of Viking SeaTech (“Viking”) as described in Item 2.01 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 2017. This pro forma information is based on the historical consolidated financial statements of the Company and should be read in conjunction with the accompanying footnotes and the financial statements included in the Company's Annual Report on Form 10-K for the year ended August 31, 2017.
The accompanying Unaudited Pro Forma Consolidated Balance Sheet as of August 31, 2017 has been prepared to give effect to the divestiture as if it had occurred on August 31, 2017. The Unaudited Pro Forma Consolidated Statement of Operations for the year ended August 31, 2017 has been prepared to give effect to the divestiture as if it had occurred on September 1, 2016.
The Unaudited Pro Forma Consolidated Financial Statements include specific assumptions and adjustments related to the sale of Viking. Actual results may differ significantly from those reflected here in the Unaudited Consolidated Pro Forma Financial Statements for various reasons. The pro forma adjustments in the Unaudited Pro Forma Consolidated Balance Sheet and the Unaudited Pro Forma Statement of Operations included herein include the use of estimates and assumptions as described in the accompanying notes. The adjustments are based upon presently available information and assumptions that management believes are reasonable under the circumstances as of the date of this filing. The Unaudited Pro Forma Balance Sheet and Unaudited Pro Forma Statement of Operations include no assumptions regarding the use of net proceeds, which are presented as cash and cash equivalents on the Unaudited Pro Forma Consolidated Balance Sheet. Accordingly, the actual effect of the sale, due to this and other factors, including but not limited to changes in foreign currency exchange rates and changes in balances of the assets and liabilities of Viking, could differ significantly from the pro forma adjustments presented herein. The Company believes the current estimates provide a reasonable basis of presenting the significant effects of the transaction. However, the estimates and assumptions are subject to change as additional information becomes available.
The Unaudited Pro Forma Consolidated Balance Sheet and Unaudited Pro Forma Consolidated Statement of Operations are presented for informational purposes only. They are not intended to represent or be indicative of the consolidated financial position that would have occurred had the sale been completed as of August 31, 2017, in the case of the Unaudited Pro Forma Consolidated Balance Sheet, or September 1, 2016, in the case of the Unaudited Pro Forma Consolidated Statement of Operations, nor are they intended to be indicative of future results of operations or financial position.
Actuant Corporation
Pro Forma Consolidated Balance Sheet
August 31, 2017
(Unaudited)
(Dollars in thousands)
As | Pro Forma | Pro Forma | |||||||||||
Reported | Adjustments | Adjusted | |||||||||||
ASSETS | |||||||||||||
Current assets | |||||||||||||
Cash and cash equivalents | $ | 229,571 | $ | (19,989 | ) | (a) | $ | 209,582 | |||||
Accounts receivable, net | 190,206 | — | 190,206 | ||||||||||
Inventories, net | 143,651 | — | 143,651 | ||||||||||
Assets held for sale | 21,835 | (21,835 | ) | (b) | — | ||||||||
Other current assets | 61,663 | — | 61,663 | ||||||||||
Total current assets | 646,926 | (41,824 | ) | 605,102 | |||||||||
Property, plant and equipment | 94,521 | — | 94,521 | ||||||||||
Goodwill | 530,081 | — | 530,081 | ||||||||||
Other intangible assets, net | 220,489 | — | 220,489 | ||||||||||
Other long-term assets | 24,938 | — | 24,938 | ||||||||||
Total assets | $ | 1,516,955 | $ | (41,824 | ) | $ | 1,475,131 | ||||||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||||||||
Current liabilities | |||||||||||||
Trade accounts payable | $ | 133,387 | $ | — | $ | 133,387 | |||||||
Accrued compensation and benefits | 50,939 | — | 50,939 | ||||||||||
Current maturities of debt and short-term borrowings | 30,000 | — | 30,000 | ||||||||||
Income taxes payable | 6,080 | (951 | ) | (c) | 5,129 | ||||||||
Liabilities held for sale | 101,083 | (101,083 | ) | (b) | — | ||||||||
Other current liabilities | 57,445 | 805 | (c) | 58,250 | |||||||||
Total current liabilities | 378,934 | (101,229 | ) | 277,705 | |||||||||
Long-term debt, net | 531,940 | — | 531,940 | ||||||||||
Deferred income taxes | 29,859 | — | 29,859 | ||||||||||
Pension and postretirement benefit liabilities | 19,862 | — | 19,862 | ||||||||||
Other long-term liabilities | 55,821 | 4,200 | (c) | 60,021 | |||||||||
Total liabilities | 1,016,416 | (97,029 | ) | 919,387 | |||||||||
Shareholders' equity | — | ||||||||||||
Capital stock | 16,040 | — | 16,040 | ||||||||||
Additional paid-in capital | 138,449 | — | 138,449 | ||||||||||
Treasury stock | (617,731 | ) | — | (617,731 | ) | ||||||||
Retained earnings | 1,191,042 | (13,714 | ) | (d) | 1,177,328 | ||||||||
Accumulated other comprehensive loss | (227,261 | ) | 68,919 | (b) | (158,342 | ) | |||||||
Stock held in trust | (2,696 | ) | — | (2,696 | ) | ||||||||
Deferred compensation liability | 2,696 | — | 2,696 | ||||||||||
Total shareholders' equity | 500,539 | 55,205 | 555,744 | ||||||||||
Total liabilities and shareholders' equity | $ | 1,516,955 | $ | (41,824 | ) | $ | 1,475,131 | ||||||
Actuant Corporation
Pro Forma Consolidated Statement of Operations
Year Ended August 31, 2017
(Unaudited)
(Dollars in thousands, except per share amounts)
As | Pro Forma | Pro Forma | |||||||||||
Reported | Adjustments | Adjusted | |||||||||||
Net sales | $ | 1,095,784 | $ | (18,709 | ) | (e) | $ | 1,077,075 | |||||
Cost of products sold | 716,067 | (23,722 | ) | (e) | 692,345 | ||||||||
Gross profit | 379,717 | 5,013 | 384,730 | ||||||||||
Selling, administrative and engineering expenses | 277,488 | (6,710 | ) | (e) | 270,778 | ||||||||
Amortization of intangible assets | 20,474 | — | 20,474 | ||||||||||
Director & officer transition charges | 7,784 | — | 7,784 | ||||||||||
Restructuring charges | 7,228 | — | 7,228 | ||||||||||
Impairment & other divestiture charges | 116,979 | — | 116,979 | ||||||||||
Operating loss | (50,236 | ) | 11,723 | (38,513 | ) | ||||||||
Financing costs, net | 29,703 | — | 29,703 | ||||||||||
Other expense, net | 2,752 | — | 2,752 | ||||||||||
Loss before income tax benefit | (82,691 | ) | 11,723 | (70,968 | ) | ||||||||
Income tax benefit | (16,478 | ) | 1,586 | (f) | (14,892 | ) | |||||||
Net loss | $ | (66,213 | ) | $ | 10,137 | $ | (56,076 | ) | |||||
Loss per share | |||||||||||||
Basic | $ | (1.11 | ) | $ | 0.17 | $ | (0.94 | ) | |||||
Diluted | $ | (1.11 | ) | $ | 0.17 | $ | (0.94 | ) | |||||
Weighted average common shares outstanding | |||||||||||||
Basic | 59,436 | 59,436 | 59,436 | ||||||||||
Diluted | 59,436 | 59,436 | 59,436 | ||||||||||
ACTUANT CORPORATION
Notes to Unaudited Pro Forma Consolidated Financial Statements
Basis of Presentation
On December 1, 2017, Actuant Corporation (“Actuant”) completed the sale of its Viking SeaTech (“Viking”) business to Acteon Group Limited (“Acteon”). The purchase price was $12 million and was paid in cash at the closing of the transaction, subject to closing working capital, cash and indebtedness and other adjustments.
The accompanying Unaudited Pro Forma Consolidated Balance Sheet as of August 31, 2017 has been prepared to give effect to the divestiture as if it had occurred on August 31, 2017. The Unaudited Pro Forma Consolidated Statement of Operations for the year ended August 31, 2017 has been prepared to give effect to the divestiture as if it had occurred on September 1, 2016.
Proforma Adjustments
Balance Sheet adjustments
(a) | Represents estimated net sale proceeds ($12 million less certain transaction costs and closing adjustments), offset by cash payments totaling $27 million resulting from the buyout of operating leases of Viking rental assets. |
(b) | Reflects the elimination of the assets, liabilities and accumulated other comprehensive loss amounts associated with the disposition of the Viking business. |
(c) | Represents the recognition of real estate lease exit liabilities and related income tax impact related to retained facilities that will no longer be utilized upon closing of the divestiture. |
(d) | Represents the recognition of the anticipated after tax divestiture loss (including the exit lease charges), which would have been realized upon the disposition of the Viking business had the transaction closed on August 31, 2017. These adjustments are not included in the pro forma adjustments within the Unaudited Pro Forma Consolidated Statement of Operations as these amounts will be included in the Consolidated Statement of Operations of the registrant within twelve months following the transaction. |
Statement of Operations adjustments
(e) | Reflects adjustments to remove direct revenues and expenses associated with the Viking business. |
(f) | Reflects estimated ongoing income taxes related to the Viking business based on statutory rates adjusted for certain deductions and timing differences. |